INDEPENDENT DIRECTORS 2 LEGAL FRAMEWORK Companies

Transcript:INDEPENDENT DIRECTORS 2 LEGAL FRAMEWORK Companies:
INDEPENDENT DIRECTORS 2 LEGAL FRAMEWORK Companies Act, 2013 – Section 2(47), 149, 150, 160 Chapter XI Rules – Companies (Appointment & Qualification of Directors) Rules, 2014 as amended time to time Schedule IV of Companies Act, 2013 – Code for Independent Directors SEBI (LODR) Regulations, 2015 3 REQUIREMENT OF LAW 4 COMMITTEES & MEETINGS 5 DEFINING THE ID 6 WHAT DEFINES AN ID ? Independent Director is defined under section 2(47) independent director” means an independent director referred to in sub-section (6) of section 149; Regulation 16 (1)(b) of SEBI (LODR) Regulations, 2015 defines independent director" means a non-executive director, other than a nominee director of the listed entity. 7 PRE-REQUISITE FOR BEING THE ID 8 QUALIFICATION RULE 5 Companies (appointment & qualification)rules Research Law and Finance Sales and Marketing Corporate Governance Administration and Management Technical Operations or discipline related to company business 06 01 02 03 04 05 Corporate Governance 9 PROHIBITIONS SECTION 149(6) of Companies Act, 2013 who is or was not a promoter of the company or its holding, subsidiary or associate company; who is not related to promoters or Directors in the company, its holding, subsidiary or associate company; who has or had no pecuniary relationship, other than remuneration as such director or having transaction not exceeding ten per cent. of his total income or such amount as may be prescribed, with the company, its holding, subsidiary or associate company, or their promoters, or Directors, during the two immediately preceding financial years or during the current financial year; none of whose relatives:- is holding any security of or interest in the company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year. is indebted to the company, its holding, subsidiary or associate company or their promoters, or Directors, in excess of such amount as may be prescribed during the two immediately preceding financial years or during the current financial year. has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or Directors of such holding company, for such amount as may be prescribed during the two immediately preceding financial years or during the current financial year; 10 PROHIBITIONS SECTION 149(6) of Companies Act, 2013 has any other pecuniary transaction or relationship with the company, or its subsidiary, or